The Annual General Meeting makes decisions in a range of matters, including adoption of the Income Statements and Balance Sheets; dividend; discharge of the members of the Board of Directors and the President from liability; election of members of the Board of Directors, the Chairman of the Board and, where applicable, auditors, as well as remuneration to the Board of Directors and auditors, approval of the remuneration report and, at least every fourth year, principles for remuneration to executives, as well as other important matters.
Shareholders who are registered in the shareholders' register on the record date and who have notified their intention to attend the meeting within the specified time, are entitled to attend and vote at the Annual General Meeting, either in person or by proxy. Shareholders who have their shares registered with nominees must, in order to exercise their right to vote at the Annual General Meeting, have their shares re-registered temporarily in their own name as stipulated in the summons to the meeting.
Decisions at the meeting are normally reached through a simple majority. In certain matters, however, the Swedish Companies Act stipulates that a proposal must be approved by a higher proportion of the votes represented and cast at the meeting.
Summons to an Annual General Meeting
A summons to the Annual General Meeting is issued no earlier than six weeks and no later than four weeks prior to the meeting. The summons contains information about notification and the right to attend and vote at the meeting, a numbered agenda with the matters that are to be dealt with, information about a proposed dividend and the main content of other proposals.
Individual shareholders who wish to have a matter brought up at the meeting can make a request to the Hufvudstaden Board of Directors well in advance of the issuing of a summons to the meeting, although no later than seven weeks prior to the Annual General Meeting (or in due time for the matter to be included in the notice convening the general meeting). Proposals for resolutions in matters already included on the agenda of the meeting must have been received by the Board of Directors in writing no later than three weeks before the meeting. However, as regards matters for which a proposal does not have to, under law or the articles of association, be submitted a certain time in advance (such as election of chairman of the general meeting, election of board members and auditors, fees to board members and auditor, and proposals by minority shareholders for dividend), each shareholder has the right to submit such proposal during the period up until the general meeting.
Proposals are sent to the Company. The address is Board of Directors, Hufvudstaden AB (publ), NK 100, SE-111 77 Stockholm, Sweden.
It follows from the agenda for the meeting what items that constitute elections or that require resolutions, and what items that are included for information purposes. In respect of items constituting elections, the meeting elects the person or persons who receive the most votes. Items on the agenda that require a resolution by the meeting are subject to a binding vote whereby the shareholders vote in favor or against or abstain from voting in the matter.